COMMON STOCK PURCHASE WARRANT protara THERAPEUTICS, INC.Common Stock Purchase Warrant • April 5th, 2024 • Protara Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Warrant is one of a series of similar warrants issued pursuant to that certain Subscription Agreement, dated [ ], 2024, by and among the Company and the Purchasers identified therein (the “Subscription Agreement”). All such warrants are referred to herein, collectively, as the “Warrants,” and, for the avoidance of doubt, exclude the Pre-Funded Warrants issued pursuant to the Subscription Agreement.
PROTARA THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 20__ Debt SecuritiesIndenture • May 14th, 2020 • Protara Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Indenture, dated as of [·], 20__, among Protara Therapeutics, Inc., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):
FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • October 7th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2014 between PROTEON THERAPEUTICS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
PROTARA THERAPEUTICS, INC. and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of __________Preferred Stock Warrant Agreement • May 14th, 2020 • Protara Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Protara Therapeutics, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Protara Therapeutics, Inc. and _____________, As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of __________Common Stock Warrant Agreement • May 14th, 2020 • Protara Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Protara Therapeutics, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
PROTARA THERAPEUTICS, INC. and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________Warrant Agreement • May 14th, 2020 • Protara Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Protara Therapeutics, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
4,600,000 Shares Protara Therapeutics, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 2020 • Protara Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
INDEMNITY AGREEMENTIndemnification Agreement • January 10th, 2020 • ArTara Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnity Agreement (this “Agreement”) dated as of ___________ _____, 20__, is made by and between ArTara Therapeutics, Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: PROTEON THERAPEUTICS, INC., a Delaware corporation; REM 1 ACQUISITION, INC., a Delaware corporation; and ARTARA THERAPEUTICS, INC. a Delaware corporation Dated as of September 23, 2019Merger Agreement • September 24th, 2019 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement") is made and entered into as of September 23, 2019, by and among PROTEON THERAPEUTICS, INC., a Delaware corporation ("Parent"), REM 1 Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Proteon Merger Sub"), and ARTARA THERAPEUTICS, INC., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Exhibit A.
PROTEON THERAPEUTICS, INC. $40,000,000 cOMMON STOCK SALES AGREEMENTCommon Stock Sales Agreement • November 12th, 2015 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • New York
Proteon Therapeutics, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
VOTING AGREEMENTVoting Agreement • June 23rd, 2017 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
THIS VOTING AGREEMENT is made as of June 22, 2017 (the “Agreement”), by and among Proteon Therapeutics, Inc., a Delaware corporation (the “Company”), and Skyline Venture Partners Qualified Purchaser Fund IV, LP (the “Stockholder”). Capitalized terms used in this Agreement without definition shall have the respective meanings ascribed to such terms in the Purchase Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2024 • Protara Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of April 5, 2024 by and among Protara Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the several purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).
PROTEON THERAPEUTICS, INC. STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Stock Option Agreement • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances)
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, PROTEON THERAPEUTICS, INC. (the “Company”) has granted you an option under its 2006 EQUITY INCENTIVE PLAN (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
PROTARA THERAPEUTICS, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 3rd, 2023 • Protara Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Protara Therapeutics, Inc. (the “Company”), and Patrick Fabbio (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”) as of June 1, 2023.
Proteon Therapeutics, Inc. Waltham, MA 02451 October 1, 2014Employment Agreement • October 7th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
Reference is hereby made to that certain Employment Letter Agreement (the “Original Employment Agreement”), dated as of September 9, 2013, between you and Proteon Therapeutics, Inc. (the “Company” or “Proteon”). This letter agreement (the “Agreement”) amends and restates the Original Employment Agreement in its entirety. This letter contains the basic terms of your employment with the Company. If you agree to the terms and conditions set forth in this offer letter, please sign at the end of this letter in the space indicated. This Agreement shall be effective contingent upon, and from and after, the consummation of the Company’s initial public offering (the “IPO”) of its common stock, par value $0.001 per share (“Common Stock”).
UNDERWRITING AGREEMENT [Number of Firm Shares] Shares Proteon Therapeutics, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 7th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • New York
Proteon Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”), an aggregate of [·] shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [·] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
Process Development and Manufacturing Services Agreement by and between Proteon Therapeutics and Lonza LtdProcess Development and Manufacturing Services Agreement • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • New York
This Process Development and Manufacturing Services Agreement (this “Agreement”) is effective as of September 1, 2009 (the “Effective Date”), by and between Proteon Therapeutics, a Delaware corporation, with an address at 200 West Street, Waltham, Massachusetts (“PROTEON”), and Lonza Ltd, a Swiss company with an address at Muenchensteinerstrasse 38, CH-4002 Basel, Switzerland (“LONZA”) (each, a “Party” and together the “Parties”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • June 21st, 2022 • Protara Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Separation Agreement and Release (“Agreement”) is made by and between Blaine Davis (“Employee”) and Protara Therapeutics, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
WALTHAM, MASSACHUSETTS Lease dated July 13, 2009Lease Agreement • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in a certain building (the “Building”) known as, and with an address at, 200 West Street, Waltham, Massachusetts 02451. The parties to this Indenture of Lease hereby agree with each other as follows:
Proteon Therapeutics, Inc.Lock-Up Agreement • September 24th, 2019 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
SERIES D PREFERRED STOCK PURCHASE AGREEMENTSeries D Preferred Stock Purchase Agreement • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
THIS SERIES D PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 13th day of May, 2014 by and among Proteon Therapeutics, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement, as the same may be amended from time to time (each a “Purchaser” and together the “Purchasers”). The parties hereby agree as follows:
Proteon Therapeutics Letterhead] September 23, 2013 Mr. Daniel Gottlieb Sudbury, Massachusetts 01776 Re: Severance Agreement with Proteon Therapeutics, Inc. Dear Daniel,Severance Agreement • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances)
The purpose of this letter agreement (the “Agreement”), which shall be effective as of the date you sign this Agreement, is to set forth the terms of your severance benefits should your employment with Proteon be terminated prior to or following a Corporate Transaction (as defined below).
Proteon Therapeutics Letterhead] September 9, 2013 Mr. George Eldridge Wellesley, Massachusetts 02481 Re: Employment with Proteon Therapeutics, Inc. Dear George,Employment Agreement • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances)
Proteon Therapeutics, Inc. (the “Company” or “Proteon”) is very pleased to offer you employment as its Senior Vice President and Chief Financial Officer. This letter contains the basic terms of your employment with the Company (the “Agreement”). If you agree to the terms and conditions set forth in this Agreement, please sign at the end of this letter in the space indicated.
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of the 13th day of May, 2014, by and between Proteon Therapeutics, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto (the “Series A Investors”), each of the investors listed on Schedule B hereto (the “Series A-1 Investors”), each of the investors listed on Schedule C hereto (the “Series B Investors”), each of the investors listed on Schedule D hereto (the “Series C Investors”) and each of the investors listed on Schedule E hereto (the “Series D Investors”), together with any persons or entities that become parties hereto pursuant to Section 6.9 (the Series A Investors, the Series A-1 Investors, the Series B Investors, the Series C Investors, the Series D Investors and such persons or entities, collectively, the “Investors”).
FORM OF SUPPORT AGREEMENTSupport Agreement • September 24th, 2019 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of September 23, 2019, among, Proteon Therapeutics, Inc., a Delaware corporation (“Parent”), ArTara Therapeutics, Inc., a Delaware corporation (“Company”) and the undersigned (the “Stockholder”).
PROTEON THERAPEUTICS, INC.Consulting Agreement • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances)
This letter sets forth the terms and conditions by which you agree to provide to Proteon Therapeutics, Inc. (“Proteon”) consulting services of a type and of such a scope as may be requested by Proteon from time to time having first given reasonable notice prior to the performance of the requested service; provided, however, that you shall not be obligated to provide more than ten (10) hours of consulting services to Proteon during any calendar week nor more than twenty five (25) hours of consulting services to Proteon during any calendar month. You shall be paid as an independent contractor, and not employee, for such services at a rate of $350 per hour, payable monthly in arrears within ten (10) calendar days after delivery by you to Proteon of a written invoice detailing such services on a daily basis.
Proteon Therapeutics Letterhead] April 14, 2006 Mr. Timothy P. Noyes Lexington, Massachusetts 02420 Re: Employment with Proteon Therapeutics, Inc. Dear Tim,Employment Agreement • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances)
Proteon Therapeutics, Inc. (the “Company” or “Proteon”) is very pleased to offer you employment as its President & Chief Executive Officer. This letter contains the basic terms of your employment with the Company (the “Agreement”). If you agree to the terms and conditions set forth in this offer letter, please sign at the end of this letter in the space indicated.
ASSIGNMENT OF RIGHTS/LICENSE AGREEMENT NIH Sponsored InventionAssignment of Rights/License Agreement • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances)
This Agreement, effective this 4th day of February 2002, is between the Johns Hopkins University, a corporation of the State of Maryland, having a principle place of business at 720 Rutland Avenue, Baltimore, Maryland 21205 (hereinafter referred to as “JHU”) and F. Nicholas Franano, an individual, residing at 1010 W. 69th Terrace, Kansas City, MO 64113 (hereinafter referred to as “FRANANO”).
Proteon Therapeutics Letterhead] July 25, 2006 Mr. Steven K. Burke Sudbury, Massachusetts 01776 Re: Employment with Proteon Therapeutics, Inc. Dear Steve,Employment Agreement • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances)
Proteon Therapeutics, Inc. (the “Company” or “Proteon”) is very pleased to offer you employment as its Senior Vice President & Chief Medical Officer. This letter contains the basic terms of your employment with the Company (the “Agreement”). If you agree to the terms and conditions set forth in this offer letter, please sign at the end of this letter in the space indicated.
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • January 10th, 2020 • ArTara Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”) is made and entered into as of November 19, 2019, by and among PROTEON THERAPEUTICS, INC., a Delaware corporation (“Parent”), REM 1 ACQUISITION, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Proteon Merger Sub”), and ARTARA THERAPEUTICS, INC., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ASSIGNMENT OF PATENTAssignment of Patent • September 16th, 2014 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances)
This Assignment, made and entered into on this 30th day of December, 2002 by and between F. Nicholas Franano, an individual residing in Kansas City, Missouri (“Assignor”), and Proteon Therapeutics, L.L.C., a Missouri Limited Liability Company (“Assignee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 10th, 2020 • ArTara Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Subscription Agreement (this “Agreement”) is made and entered into as of September 23, 2019 (the “Effective Date”) by and among Proteon Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchasers listed on the signature pages hereto (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 11 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2017 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [____], 2017, by and among Proteon Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned investors (each individually, an “Original Investor” and together, the “Original Investors”).
September 30, 2019 Mr. Timothy P. Noyes Lexington, MA 02420 Dear Tim:Separation Agreement and Release Agreement • October 2nd, 2019 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
The purpose of this Separation Agreement and Release Agreement (the “Agreement”) is to set forth the terms of your separation of employment from Proteon Therapeutics, Inc. (the “Company”). The Severance Payment being offered in this Agreement and described below are contingent on your assent to and compliance with the provisions of this Agreement, including your signing of this Agreement.
December 20, 2019 Mr. George A. Eldridge Wellesley, MA 02481 Dear George:Separation Agreement • December 23rd, 2019 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
The purpose of this Separation Agreement and Release Agreement (the “Agreement”) is to set forth the terms of your separation of employment from Proteon Therapeutics, Inc. (the “Company”). The Severance Payment being offered in this Agreement and described below are contingent on your assent to and compliance with the provisions of this Agreement, including your signing of this Agreement.
